Focus Financial to be acquired by CD&R for $53 per share in cash

Focus Financial Partners, Clayton, Dubilier & Rice, and Stone Point Capital announced that Focus and CD&R have entered into a definitive agreement for Focus to be acquired by affiliates of CD&R in an all-cash transaction valued at an enterprise value of over $7 billion. The proposed transaction delivers substantial value to Focus’ stockholders, who will receive $53 in cash per share, representing an approximately 36% premium to Focus’ 60-day volume weighted average price as of the close on February 1, 2023, and an approximately 48% premium to the closing price of the Company’s Class A common stock on December 28, 2022. Funds managed by Stone Point have agreed to retain a portion of their investment in Focus and provide new equity financing as part of the proposed transaction.The Special Committee of the Board of Directors has unanimously determined that this transaction is fair to and in the best interests of Focus and its unaffiliated stockholders. The proposed transaction has been approved by the Special Committee, which was formed on November 1, 2022, to evaluate a non-binding offer received from CD&R and to explore alternative transactions. The Special Committee is composed entirely of independent and disinterested directors. The Board of Directors of Focus has approved the proposed transaction on the recommendation of the Special Committee. Closing of the proposed transaction is subject to stockholder approval, regulatory approvals and other customary conditions. The transaction is expected to close in the third quarter of 2023. Focus will cease to be a publicly traded company upon consummation of the proposed transaction. CD&R and Stone Point intend to finance the transaction with fully committed equity financing that is not subject to any financing condition. The proposed transaction is subject to a non-waivable approval of holders of a majority in the voting power of the outstanding shares of common stock held by Focus’ disinterested stockholders and provides for a 40-day "go-shop" period expiring at 11:59 p.m. Eastern time on April 8, 2023, which allows the Special Committee and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties, with a 10-day extension for parties that submit acquisition proposals during the initial 40-day period that are reasonably likely to lead to a superior proposal. The Company will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this "go-shop" will result in a superior proposal, and Focus does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required.